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Management considered that using the audit firms’ other
services, not an audit work, is not regarded as conflict of interest and
not self-examined. This did not result in the lack of independence nor
impartial in auditing, and has been approved by the Audit Committee.
Board meetings
1. Meetings are scheduled on a monthly and quarterly basis in
advance for the whole year. The BoG is informed of themeeting
schedule for the coming year at the Board meeting each
December, so that governors and executives are given ample
notice and can effectively attend asmanymeetings as possible.
Special meetings are convened as necessary.
2. The chairman and the president review and approve the agenda
for Board meetings.
3. The Corporate Secretary Department is responsible for preparing
meeting notification letters, including the agenda, and
distributing meeting documentation at least seven (7) days
prior to each meeting to allow the governors sufficient time
to study in advance. If a special meeting is convened in case
of emergency, meeting documentation may be distributed
less than seven days prior to or on the day of the meeting.
The corporate secretary is responsible for preparing meeting
minutes and submitting them to the BoG for approval at the
next meeting.
4. All governors are provided with adequate information and have
access to additional information for decision-making. SET’s
Corporate Strategy and Development Division submits monthly
updates on market status to the Board covering overview of
the Thai capital market compared with the global markets,
fund-raising of listed companies and development of Thai and
global capital markets.
5. The chairman presides over themeetings, ensuring enough time
available for management to present issues and other matters
to the BoG for their prudent consideration, including full and
open discussion. In 2015, each meeting took about half a day.
6. The BoG encourages the president to invite senior management
to join the meeting to provide information and discuss matters
that they are directly responsible for and this will also enable
the BoG to cascade policies or principles for implementation
accordingly. These discussions will provide opportunities for the
BoG to familiarize with them, as such getting more equipped
for the succession plan.
7. Each director is responsible for attending boardmeetings, except
for urgent reasons or having other serious matters.